REPUBLIC FIRST BANCORP INC
8-K, 1999-03-03
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K



                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


     DATE OF THE REPORT (Date of Earliest Event Reported): February 18, 1999


                          REPUBLIC FIRST BANCORP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


       PENNSYLVANIA                  0-17007                    23-2486815
(STATE OR OTHER JURISDICTION     (COMMISSION FILE            (I.R.S. EMPLOYER
    OF INCORPORATION)                NUMBER)                IDENTIFICATION NO.)

                    1608 WALNUT STREET, PHILADELPHIA PA 19103
              (ADDRESS AND ZIP CODE OF PRINCIPAL EXECUTIVE OFFICES)


REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE   (215) 735-4422

              ----------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED FROM LAST REPORT)



                                Page 1 of 4 Pages


<PAGE>
Item 5.  Other Events.

         On February 18, 1999, the Registrant  announced that effective March 2,
1999, the Board of Directors has approved a 10% stock dividend for  shareholders
of record, to be distributed on March 18, 1999.

         A copy of the press release  announcing this transaction is attached as
Exhibit 99.1.







                                Page 2 of 4 Pages

<PAGE>
                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                            REPUBLIC FIRST BANCORP, INC.
                                                     (Registrant)


Dated: March 1, 1999                       By: /s/ George S. Rapp
                                               ---------------------------------
                                               George S. Rapp
                                               Executive Vice President








                                Page 3 of 4 Pages





                                  Exhibit 99.1
                      Press Release date February 18, 1999

                                                         NEWS RELEASE
                                                         FOR RELEASE
                                                         IMMEDIATELY
                                                         Contact: George S. Rapp
                                                         215-735-4422



         Philadelphia,  PA., February 18, 1999 -- Republic First Bancorp.,  Inc.
(NASDAQ:FRBK),  parent company of First  Republic Bank,  today reported that its
Board of Directors  approved a 10% stock dividend for  shareholders of record as
of March 2,  1999 to be  distributed  on  March  18,  1999.  The  dividend  will
represent an increase in outstanding  shares of  approximately  535,000 bringing
the total  outstanding  shares after the dividend to  approximately  5.9 million
shares.  The stock price as of the last close of  business on February  17, 1999
was $9.75 per share.

          First Republic Bank, Philadelphia, is a full-service,  state-chartered
commercial  bank,  a member of the Federal  Reserve  System and its deposits are
insured by the  Federal  Reserve  System  and its  deposits  are  insured by the
Federal Deposit  Insurance  Corporation  (FDIC).  The Bank provides  diversified
financial products through its eight offices located in Abington,  Ardmore, Bala
Cynwyd, East Norriton and Philadelphia.

         First  Republic  Bank,  Philadelphia,  is  not  affiliated  with  First
Republic  Bank,  a Nevada  chartered  bank whose  executive  offices  are in San
Francisco, California.

         Contact:  George S. Rapp of  Republic  First  Bancorp,  (215)  735-4422
(FRBK).

                                Page 4 of 4 Pages



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